Articles of Incorporation of the „Verein zur Regeneration der Wirbelsäule e.V.“; Registered Society
§ 1 Name and Seat oft the Society
The name of this Registered Society (thereafter called „Society“) is „Verein zur Regeneration der Wirbelsäule e.V. “. It is registered in the Register of Associations at District Court (Amtsgericht) in Heilbronn.
§ 2 - Objective
The objective of the Society is to promote and support public health care as well as the support of poor and needy people. The objects of the Articles shall be achieved especially through all activities which serve and help the regeneration oft he spine. This purpose shall be fulfilled by the following activities: periodic information seminars, trainings and seminars help for self-help regarding the main purpose protection of your own health. The activities are solely provided to members oft the Society.
The aims which the Society pursues through its activities are exclusively non-profit in nature according to the article „Steuerbegünstigte Zwecke“ in the Abgabenordnung (article on tax-favoured purposes in the tax code). The Society's activities are disinterested; economic viability is not its primary objective. The Society's funds are intended solely for the objectives stated in the Articles of Incorporation. The members of the Society do not receive dividends nor does the membership status entitle them to any other financial benefits from the funds of the Society. No person may benefit from compensations that are not in line with the Society's objectives or from disproportionately excessive reimbursements.
§ 3 Membership
Eligible for membership are persons 18 years of age and older with full legal capacity as well as corporate entities.
Membership can be acquired by written application which has to be approved by the Board of Directors. If the application for membership is refused, a vote at the next regular Members' Assembly can be demanded.
There are two memberships available – regular membership (participate in voting) and supporting/sponsoring member. The regular membership is eligible for all persons who are qualified regarding the Articles and who supporting and fulfilling actively the aims of the Articles.
Supporting membership is available to any natural or legal person who agrees to the Articles. Membership will be accepted automatically with receipt oft he application form also by electronic transmission. The member agrees and guarantees to support the goals oft the Society and shall not take any action against.
§ 4 Termination of Membership
The membership terminates in the event of a member's death, exclusion, expulsion, a notice of resignation or, in the case of corporate entities, the dissolution of the entity.
The termination of the membership as a supporting member has to be in written form to the Board of Directors and shall be due earliest end of the month of declaration. The termination oft he membership as a regular active member has to be in written form to the Board of Directors and shall be due earliest by the end of the following month.
A member can be expelled immediately, if his/her behaviour violates the interests of the corporation in a crass manner from the Board of Directors. Before resolution regular members shall have the possibility to justify within a reasonable period of time.
The expulsion of a member is decided by the Members' Assembly after the Board of Directors made a statement commenting on the issue. The motion for expulsion has to be sent to the member in question in written form. The member can appeal the decision at the Board of Directors within one month of receipt oft he statement. The general assembly of the members will decide within two month after receipt of the notice of appeal.
Should any member waive the right of appeal against a decision taken for termination of membership, or if he neglects the time for the right of appeal, he submits.
§ 5 Membership Dues
The annual membership dues are fixed at the Members' Assembly. The dues are payable by fixed terms. The same applies to contribution rate/levy rate adopted at the Member´s Assembly. Donations from supporting members are welcome.
§ 6 Use of Funding
Membership dies and voluntary contributions aim to ensure the purpose oft he Society. Any contributions or inappropriate payments from Society funds to members or any third persons shall not be allowed.
§ 7 Organs of the Corporation
The organs of the corporation are the Board of Directors („Vorstand“) the Members' Assembly („Mitgliederversammlung“).
§ 8 Members' Assembly („Mitgliederversammlung“)
A regular Members' Assembly is to be held once per year. Additionally, a Members' Assembly must be called if circumstances warrant or if one-third of the members demand it from the Board of Directors in a letter indicating the purpose and causes for an extraordinary meeting. Each Members' Assembly is called by the Board of Directors; the members of the corporation must be notified 14 days weeks in advance by a letter, fax or e-mail communicating the agenda for the assembly. The Members' Assembly has the quorum, independent of the number of members that attend the meeting.
The Members' Assembly is chaired by the Chair of the Board of Directors (1.Vorsitzender) or, if he/she is unable to attend, by his/her designated deputy. Unless otherwise stated by statute, a resolution is passed with simple majority of valid votes cast. Minutes of the assembly's proceedings must be kept. These must be signed by the chairman of the meeting (1. Vorsitzender) in question and by the recording secretary (Schriftführer). Each member of the Members' Assembly has a vote. A tied vote shall count as a rejection.
The Member´s Assembly is exclusively in charge of the following matters:
a) Adoption of the annual report and the annual accounts presented by the Board of Directors
b) Approval of the budget presented by the Board of Directors for the upcoming business year and formal approval of the actions of the Board of Directors,
c) Election and removal of the members of the Board of Directors and Advisory Board; award of honorary memberships,
d) Election of auditor/financial controller for a period of 4 years:
e) Assessment of amount and due date of the annual membership dues,
f) Voting on changes, amendments and interpretation of the Articles of Incorporation
g) Voting on appointment reg. clause §3 and § 4 of the Articles Incorporation
f) Resolution on dissolution of the corporation,
Each member can submit justified suggestions for the agenda in writing until up to 8 days before the assembly is held (exemption changes/amendments of the Articles) to the Board of Directors.
§ 9 The Board of Directors („Vorstand“) and Advisory Board („Beirat“)
The Board of Directors („Vorstand“) according to § 26 BGB consists of the Chair („1. Vorsitzender“), Deputy Chair („2. Vorsitzender”). The Chair and Deputy Chair respectively are entitled to represent the corporation alone. For internal affairs the Deputy Chair represents the Society only if the Chair is prevented from being present.
The Members Assembly shall elect the Advisory Board. The Advisory Board consists
a) Recording Secretary
b) Treasurer
c) if applicable other members
The Board of Directors according to § 26 BGB is elected by the Members _ Assembly for a period of 4 years. It remains in office after this period until the new Board members have been elected.
§ 10 Financial Year
The Financial Year is the calendar year.
§ 11 Dissolution and Remaining Assets
The dissolution of the Society can only be decided by a ¾ majority of the votes of present members in the Member´s Assembly which has been called specifically with this point on the agenda. If the corporation's assets need to be liquidated, the members of the present Executive Board shall act as liquidators.
Upon dissolution of the corporation or loss of its fiscal status as a tax-exempt association, remaining assets revert to the „Verein für Haus- und Wildtiere Lünebürger Heide e.V.”, Nieburgstrasse 18b, 27333 Schweringen (Chairmann Pia M. Kästner) where they may be used exclusively for non-profitand charitable purposes.